Trescon Ltd Directors Report

To,

The Members

Trescon Limited

Audited Financial Statements for the year ended March 31, 2024. This report states compliance as per the requirements of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other rules and regulations as applicable to the Company.

FINANCIAL REVIEW

The Companysfinancial performance, for thefinancial year ended March 31, 2024 as compared to the previousfinancial year, is summarized below: (Rs.in Lakhs)

Particulars	March 31, 2024	March 31, 2023
Revenue From Operations	0.00	0.00
Other Income	461.94	496.24
Total Revenue	461.94	496.24
Total Expenditure	209.16	156.09
Profit/(Loss) Before Exceptional Items	252.77	340.15
Exceptional Items	0.00	5.02
Profit/(Loss) Before Tax	252.77	335.13
Tax Expenses
i) Current Tax	109.34	55.37
ii) Deferred Tax	(28.46)	(15.87)
iii) Short provision for earlier year tax	30.08	14.06
Profit/(Loss) After Tax	141.82	281.57

DIVIDEND

With a view to plough back the profits of the Company into the business operations, the Board of

Directors do not recommend any dividend for thefinancial year under review.

STATE OF THE COMPANY AFFAIRS

The Company is engaged in the business of real estate. There has been no change in the business of the Company during thefinancial year ended March 31, 2024. Your directors carry out the operations with active care and precaution thereby enhancing shareholders value.

TRANSFER TO RESERVE

Your Directors does not propose to carry any amount to reserves, during thefinancial year ended

March 31, 2024.

SHARE CAPITAL

During the year under review, the Authorized Share Capital of your Company as on March 31, 2024 stood at Rs. 75,00,00,000 divided into 7,50,00,000 Equity Shares of Rs.10/- each. The Issued, Subscribed Share Capital of your Company is Rs. 72,48,66,000 divided into 7,24,86,600 Equity Shares of Rs.10/- each and the Paid-up Share Capital is Rs. 70,77,16,750 divided into 7,02,00,000

Equity Shares of Rs.10/- each fully paid up, 22,86,500 Equity Shares of Rs.10/- each Partly Paid-up of Rs.2.5/- each and 100 Equity Shares of Rs.10/- each Partly Paid-up of Rs.5/- each.

SHIFTING OF REGISTERED OFFICE

The Registered o ce of the Company has shifted within the same city from 203-204, Second Floor, Orbit Plaza New Prabhadevi Road, Prabhadevi, Mumbai - 400 025 to 301, Third Floor, Skyline Wealth Space, Nathani Road, Vidyavihar (West), Mumbai - 400 086 w.e.f. December 16,2023.

LAUNCHING OF NEW PROJECT

The Company has launched rst residential and commercial project, “Triveni Pearl” at Kalyan, Thane.

The said project is registered with Maharashtra RERA (RERA Registration no. P51700055690).

ACQUISITION OF CONTROLLING INTEREST

The Company has acquired controlling interest of 69% in M/s. Golden ARC Ventures LLP (LLP) effective May 01, 2024. No such governmental or regulatory approval is required by the Company for the said acquisition of the LLP. The Promoter/Promoter Group has interested in the said acquisition to the extent of capital contributions /voting rights in the said LLP.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any subsidiary, associate and joint venture Company.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate report on Corporate Governance is provided separately along with a certi cate from AVS & Associates, (Partner: Mr. Vijay, Yadav Membership No: F11990) the Secretarial Auditor of the Company, on its compliance, which forms part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Board currently comprises of 6 Directors including 3 (three) Non-Executive-Independent Directors, 3 (three) Executive Directors. Independent Directors provide their declarations both at the time of appointment and annually con rming that they meet the criteria of independence as prescribed under the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Mr. Dinesh Patel (DIN: 00462565), Managing Director is liable to retire by rotation at the ensuing Annual General Meeting (“the AGM”) and, being eligible he has o ered himself for re-appointment. Your Board recommends his re-appointment with all his earlier terms and conditions of appointment remaining same. A resolution to the effect is placed in the Notice for the ensuing AGM for consideration / approval of the members for your consideration and approval.

During the year under review following changes has taken place:

Name of the Director / KMP	Appointment/Resignation	With effect from
Mr. Sanjay Mehta Whole-time Director	Appointment	December 16, 2023
Mrs. Nidhi Mistry - Independent Director	Appointment	December 16, 2023
Mr. Vilas Kharche Whole-time Director	Resignation	December 20, 2023 (Close of the business hour)
Mr. Abhishek Patil - CFO	Resignation	December 31, 2023 (Close of the business hour)
Mrs. Pooja Joshi - Independent Director	Resignation	April 10, 2024 (Close of the business hour)
Mr. Rahul Thakkar - CFO	Appointment	February 07, 2024
Mr. Rahul Patel - CEO	Appointment	May 23, 2024

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act 2013, read with rules made thereunder, and Regulation 16(1)(b) and 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of Schedule II to the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out the annual performance evaluation of its own performance, board committees and the Directors individually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

The Independent Directors of the Company met on February 07, 2024, without the presence of Non- Independent Directors and members of the management to review the performance of Non- Independent Directors and the Board of Directors as a whole, to review the performance of the Chairman and Wholetime Director of the Company and to assess the quality, quantity and timeliness of ow of information between the management and the board of directors. The performance evaluation of the Independent Directors was carried out by the entire Board.

The Directors expressed their satisfaction with the evaluation process.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act 2013: (a) that in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company as at March 31, 2024, and of the profit of the Company for the year ended on that date;

(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the annual accounts have been prepared on a going concern basis; (e) that the Directors had laid down internalfinancial controls to be followed by the Company and that such internalfinancial controls are adequate and were operating effectively; and

(f) that the Directors had devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

BOARD AND COMMITTEE MEETINGS

(a) Board Meetings

The Board of Directors of the Company met 5 (Five) times during thefinancial year, i.e. May 29,

2023, August 12, 2023, November 07, 2023, December 16, 2023 and February 07, 2024. Details of the Board Meetings and attendance of the Directors are provided in the Corporate Governance

Report, which forms part of this Annual Report.

(b) Committees of the Board

With a view to having a more focused attention on the business and for better governance and accountability, the Board has constituted the Committees viz. Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Management Committee. The details with respect to the compositions, roles, terms of reference, etc. of relevant committees are provided in the Corporate Governance Report of the Company, which forms part of this Annual Report.

AUDITORS

(a) Statutory Auditors

Koshal & Associates, Chartered Accountants, (FRN: 121233W) were appointed as the Statutory Auditor of the Company at the 23rd AGM held on September 29, 2018, to hold the o ce for a period of 5 ( ve) years till the conclusion of the 28th AGM to be held in the year 2023, in terms of the applicable provisions of Section 139 of the Companies Act 2013, read with the Companies (Audit and Auditors) Rules 2014. They have completed their present term on conclusion of 28th AGM held on September 29, 2023.

M/s. Namita & Co., Chartered Accountants (FRN: 151040W), were appointed as Statutory Auditors of the Company in place of M/s. Koshal & Associates, Chartered Accountants, for a term of 5 ( ve) consecutive years from the conclusion of 28th AGM till the conclusion of the 33rd AGM.

The Notes to the Financial Statements are self-explanatory and do not call for any further comments. There is no audit quali cation, reservation or adverse remark for the year under review.

(b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. AVS & Associates, Practicing Company Secretaries were appointed to conduct the secretarial audit of the Company for thefinancial year 2023-24. The Secretarial Audit Report in Form No. MR -3 for thefinancial year ended March 31, 2024, is annexed herewith as an Annexure 2 to this Boards Report.

In accordance with Regulation 24A of the of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, A Secretarial Compliance Report for thefinancial year ended 2023-24 on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder, was obtained from AVS & Associates, Practicing Company Secretaries.

The Secretarial Audit Report contains the following observation:

Observation	Management Reply to Observation
The Company has entered into material related party transaction and is currently in the process of seeking shareholder approval at the upcoming general meeting	Considering the necessity of business operations, the Company had entered the transactions with the related party which were duly approved by the audit committee and board of directors and the same were placed for the shareholder approval through the Postal Ballot Process vide notice dated June 12, 2024.
	Accordingly the said resolutions were approved with the requisite majority by shareholders of the company on July 20, 2024

(c) Cost Auditor

The maintenance of cost records pursuant to Section 148 of the Companies Act, 2013 is not required by the Company and accordingly such accounts and report are not made and maintained by the Company.

(d) Internal Auditor

Pursuant to provisions of Section 138 read with rules made thereunder, the Board has reappointed M/s Bhagat Ajay & Co, Chartered Accountants (FRN: 149335W) as Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. Internal Audit is carried out on a quarterly basis, and the report is placed in the Meetings of the Audit Committee and the Board for their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has adopted Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with Rules issued there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The said Policy of the Company, alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive Director, and Independent Directors on the Board of Directors of the Company and persons in Senior Management of the Company, their remuneration including determination of quali cations, positive attributes, independence of Directors and other matters as provided under subsection (3) of section 178 of Companies Act, 2013 (including any statutory modi cation(s) or re-enactment (s) thereof for time being in force). The Policy is also available on the website of the Company (http://www.trescon.com/investors-section/company-policies.html)

INTER-SE TRANSFER OF SHARES AMONGST THE PROMOTERS AND PROMOTERS GROUP

Sanjay N. Mehta, Ravilal K. Patel, Ratilal K. Patel, Harilal K. Patel and Hiralal K. Patel, Promoters and Promoters Group of the Company has acquired 30,18,646 (Thirty Lakh Eighteen Thousand Six Hundred and Forty-Six) (4.16%) equity shares of the Company through inter-se transfer of shares by way of o -market transaction from Vilas Pralhadrao Kharche, being part of the Promoters and Promoters Group as per the following:

Sr. No. Date of Transactions	Name of the person belonging to the Promoter (Transferor / Seller)	Name of persons belonging to the Promoter (Transferee / Acquirer)	No. of shares acquired by way of purchase	% of holding
1 November 23, 2023		Sanjay N. Mehta	3,54,550	0.49
2 November 23, 2023		Ravilal K. Patel	7,84,871	1.09
3 November 23, 2023	Vilas P. Kharche	Ratilal K. Patel	11,19,475	1.54
4 November 23, 2023		Harilal K. Patel	3,79,875	0.52
5 November 23, 2023		Hiralal K. Patel	3,79,875	0.52
		Total	30,18,646	4.16

This being an inter-se transfer of shares amongst Promoters and Promoters Group, the same falls within the exemption under Regulation 10(1)(a)(ii) of SEBI (SAST) Regulations, 2011 (qualifying person being persons named as promoters in the shareholding pattern led by the target company for not less than three years prior to the proposed acquisition). The aggregate shareholding of the Promoters and Promoters Group before and after the aforesaid inter-se transfer, shall remain same.

DISPOSAL OF SHARES BY THE PROMOTERS AND PROMOTERS GROUP

Mr. Vilas Pralhadrao Kharche and Mr. Rohit V. Kharche, from the Promoter and Promoters Group of the company, have disposed of 1,35,12,984 equity shares, representing 18.64%, and 7,10,000 equity shares, representing 0.98% of the total issued and subscribed equity share capital, respectively. As a result, their total shareholding in the company now stands at 0 (nil) equity shares.

INTERNAL CONTROL AND FINANCIAL REPORTING SYSTEMS

The Internal Financial Controls with reference tofinancial statements as designed and implemented by the Company are adequate. It has documented the procedures covering allfinancial and operating functions and processes. These have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring the reliability offinancial reporting, monitoring of operations, protecting assets from unauthorized use or losses and compliance with regulations.

Adequate internal control systems commensurate with the nature of the Companys business and size and complexity of its operations have been recognized. Internal control systems ensure the reliability offinancial reporting, timely feedback on the achievement of operational and strategic goals, compliance with applicable laws and regulations and that all assets and resources are acquired economically, used e ciently and adequately protected.

During the year under review, no material or serious observations have been received from the

Internal Auditors of the Company with respect to ine ciency or inadequacy of the controls.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure 3 to this Report.

The information required pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is not applicable to the Company as none of the employees of the Company fall within the purview of the information required under the said rules.

WHISTLE-BLOWER POLICY / VIGIL MECHANISM POLICY

Your Company is committed to standards of ethical, moral and legal business conduct. The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is a rmed that no personnel of the Company has been denied access to the Audit Committee. The Policy, as approved by the Board, is uploaded on the Companys website: www.trescon.com

RELATED PARTY TRANSACTIONS

All related party transactions as referred in Section 188(1) of the Companies Act, 2013 read with the rules made there under that were entered into during thefinancial year were on an arms length basis and were in the ordinary course of business. All related party transactions are placed before the Audit Committee.

The Company has formulated a Policy on related party transactions. This policy approved by the Board is uploaded on the Companys website on the below link: https://www.trescon.com/investors-section/company-policies.html

The Company has entered material transaction with related parties during the year under review which were reporting in Form AOC 2 in terms of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The requisite disclosures in this regard is given in this report as Annexure 1.

RISK MANAGEMENT POLICY

Presently, the provisions of Regulation 21 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 relating to the Risk Management Committee are not applicable to the Company. Accordingly, no policy has been framed by the Company on Risk Management and there is no reporting requirement pursuant to provisions of Section 134 (3) (n) of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 of the Companies Act, 2013 in respect of Corporate Social Responsibility is not applicable to the Company as the net worth, turnover and profit during thefinancial year is less than the stipulated amount. Accordingly, no policy has been framed by the Company on Corporate Social Responsibility and there is no reporting requirement pursuant to provisions of Section 134 (3) (o) of the Companies Act, 2013.

EMPLOYEES STOCK OPTION SCHEME (ESOS), SWEAT EQUITY & SHARES HAVING DIFFERENTIAL

VOTING RIGHTS

During the year, your Company has not issued any shares to the employees of the Company under the

Employee Stock Option Scheme, Sweat Equity and with di erential voting rights.

DEPOSITS

During the year under review, the Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as Deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the

Companies Act 2013, are given in the notes to the Financial Statements.

ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (including amendments thereof) noti ed by MCA, the Annual Return of the Company for thefinancial year ended March 31, 2024, is hosted on the website of the Company at https: http://www.trescon.com/investors-section/financial-results.html.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, giving detailed analysis of Companys operations as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, is provided separately which forms part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for thefinancial year ended March 31, 2024 as stipulated under Regulation 34(2) (f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable.

SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards on Meetings of the Board of Directors

(SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (“ICSI”).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

Further, the Foreign Exchange Earnings and outgo during the year under review is NIL (0).

REPORTING OF FRAUDS BY AUDITORS

During the year under review, there have been no instances of fraud reported by the Auditors to the

Audit Committee of the Board, pursuant to Section 143(12) of the Act and the Rules made thereunder.

CHANGE IN THE NATURE OF BUSINESS

During the year, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There have been no material changes and commitments, a ecting thefinancial position of your Company, which have occurred between the end of thefinancial year to which the Balance Sheet relates and the date of this report.

LEGAL UPDATE

There are no significant and material orders passed by the regulators, courts or tribunals that impacted the going concern status of the Company, or which can potentially impact the Companys future operations.

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and Rules made thereunder, the Company has constituted Internal Complaint Committee to redress and resolve any complaints arising under the POSH Act. The Company has in place a Sexual Harassment Policy in line with the requirements of the POSH Act.

No complaint received from any employee, pursuant to the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act 2013 and rules made thereunder.

CAUTIONARY STATEMENT

Statements in this Boards Report and Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be forward-looking within the meaning of applicable securities, laws, and regulations. Actual results may di er materially from those expressed in the statement. Important factors that could in uence the Companys operations include a change in government regulations, tax laws, economic and political developments within and outside the country and such other factors.

ACKNOWLEDGMENTS AND APPRECIATION

The Directors wish to acknowledge and place on record their sincere appreciation for the assistance and co-operation received from all the members, regulatory authorities, customers,financial institutions, bankers, lenders, vendors and other business associates. The Directors also recognize and appreciate all the employees for their commitment, commendable e orts, teamwork, professionalism and continued contribution to the growth of the Company.

For and on behalf of the Board of Directors of Trescon Limited

Sd/-

Dinesh Patel

Chairman and Managing Director

(DIN: 00462565)

 

Place: Mumbai

Date: August 12, 2024